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FORM
CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders.
At the special meeting of the stockholders of Churchill Capital Corp VII (the “Company”) held on February 8, 2024 (the “Special Meeting”), a total of 76,605,670 (82.80%) of the Company’s issued and outstanding common stock, which consists of all Class A and Class B common stock of the Company held of record at the close of business on January 2, 2024, the record date for the Special Meeting, were represented by proxy and constituted a quorum.
The stockholders of the Company (the “Stockholders”) voted on the proposal to adopt an amendment (the “Extension Amendment Proposal”), which is described in more detail in the definitive proxy statement of the Company filed with the U.S. Securities and Exchange Commission on January 19, 2024 (the “Proxy Statement”), to the Company’s amended and restated certificate of incorporation to extend the date by which the Company has to consummate a business combination (the “Extension”) from February 17, 2024 to August 17, 2024 (or such earlier date as determined by the Company’s board of directors (the “Board”)).
The final voting results for the Extension Amendment Proposal were as follows:
The Company’s outstanding common stock voting together as a single class:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 73,560,808 | 3,042,857 | 2,005 | 0 | |||||||||||
The Stockholders also voted on the proposal to adopt an amendment (the “Founder Share Amendment Proposal”), which is described in more detail in the Proxy Statement, to the Company’s amended and restated certificate of incorporation to provide for the right of holders of the Company’s Class B common stock (“Class B Common Stock”) to convert their shares of Class B Common Stock into shares of the Company’s Class A common stock on a one-to-one basis at any time and from time to time at the election of the holder (the “Founder Share Conversion,” collectively, with the Extension, the “Charter Amendment”).
The final voting results for the Founder Share Amendment Proposal were as follows:
The Company’s outstanding common stock voting together as a single class:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 76,562,195 | 34,686 | 8,789 | 0 | |||||||||||
The Company’s outstanding Class B Common Stock voting separately as a single class:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 34,500,000 | 0 | 0 | 0 | |||||||||||
As there were sufficient votes to approve the Extension Amendment Proposal and the Founder Share Amendment Proposal, the “Adjournment Proposal” described in the Proxy Statement was not presented to the Stockholders.
The Extension and the Founder Share Conversion will not be effective until the Charter Amendment has been filed with the Secretary of State of the State of Delaware. The Board retains the right to abandon and not implement the Extension or the Founder Share Conversion at any time without any further action by the Stockholders.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
|
Exhibit No. |
Description of Exhibit | |
| 104 | Cover Page Interactive Data File-Embedded within the inline XBRL document. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: February 12, 2024
| CHURCHILL CAPITAL CORP VII | ||
| By: | /s/ Jay Taragin | |
| Name: | Jay Taragin | |
| Title: | Chief Financial Officer | |
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